-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Mn1NQ4YqS4Yck5vL4Th1AEM585P3jPJaIfLVjcDcIFDopIM6p/aUiAn3sdQVdTvd uQoFiXIZ9GuBWSiCp1YiKA== 0000891092-04-000139.txt : 20040114 0000891092-04-000139.hdr.sgml : 20040114 20040114163113 ACCESSION NUMBER: 0000891092-04-000139 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040114 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BULL RUN CORP CENTRAL INDEX KEY: 0000319697 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 911117599 STATE OF INCORPORATION: GA FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-09385 FILM NUMBER: 04525209 BUSINESS ADDRESS: STREET 1: 4370 PEACHTREE RD NE CITY: ATLANTA STATE: GA ZIP: 30319 BUSINESS PHONE: 4042668333 MAIL ADDRESS: STREET 1: 4310 PEACHTREE ROAD N.E. CITY: ATLANTA STATE: GA ZIP: 30319 FORMER COMPANY: FORMER CONFORMED NAME: BULL RUN GOLD MINES LTD DATE OF NAME CHANGE: 19920703 8-K 1 e16609_8k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 14, 2004 BULL RUN CORPORATION (Exact name of registrant as specified in its charter) GEORGIA 0-9385 58-2458679 ------- ------ ---------- (State or other (Commission File (IRS Employer jurisdiction of Number) Identification No.) incorporation) 4370 PEACHTREE ROAD, ATLANTA, GEORGIA 30319 --------------------------------------------------- (Address of principal executive offices) (Zip Code) (404) 266-8333 ---------------------------------------------------- (Registrant's telephone number, including area code) Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits - Exhibit 99 - Press release dated January 14, 2004 Item 9. Regulation FD Disclosures On January 13, 2004, Bull Run Corporation received notice that effective with the open of business on Thursday, January 15, 2004, the Company's securities would be delisted from The Nasdaq Stock Market, and that the Company's securities will be immediately eligible for quotation on the OTC Bulletin Board effective with the open of business on January 15, 2004. The OTC Bulletin Board symbol assigned to the Company will be BULL, the same symbol as that used while the Company's securities were listed on Nasdaq. As previously reported, on December 4, 2003, the Company received a Nasdaq Staff Determination indicating that the Company fails to comply with the minimum stockholders' equity requirement for continued listing, and that its securities were therefore subject to delisting from the Nasdaq SmallCap Market. On January 14, 2004, the Company issued a press release reporting the change in listing status. A copy of the press release is hereby attached hereto as Exhibit 99 and incorporated herein by reference. Item 12. Results of Operations and Financial Condition On January 14, 2004, Bull Run Corporation issued a press release reporting its financial results for the first quarter ended November 30, 2003. A copy of the press release is hereby attached hereto as Exhibit 99 and incorporated herein by reference. The information in this Report, including the Exhibit attached hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: January 14, 2004 BULL RUN CORPORATION By: /s/ FREDERICK J. ERICKSON -------------------------------------- Frederick J. Erickson Vice President - Finance, Chief Financial Officer, Treasurer and Assistant Secretary 2 EX-99 3 e16609ex99.txt PRESS RELEASE Exhibit 99 Bull Run Corporation Announces First Quarter Results and Change in Listing Status ATLANTA, Jan. 14 /PRNewswire-FirstCall/ -- Bull Run Corporation today announced a net loss of $1.1 million for its first quarter ended November 30, 2003, compared to a net loss of $1.2 million in the prior year. Revenues from continuing operations for the current year period were $21.6 million. Prior year revenues of $31.1 million and operating profit of $6.3 million included $5.3 million of nonrecurring consulting fee income derived from a company in which Bull Run formerly held an equity investment. Prior year results also included non-cash non-operating charges of approximately $5.2 million attributable to Bull Run's former equity investment assets. Bull Run, through its wholly-owned operating company, Host Communications, Inc., provides affinity, multimedia, promotional and event management services to universities, athletic conferences, corporations and associations. During the prior fiscal year ended August 31, 2003, Bull Run sold all of its significant equity investment assets, generating proceeds of over $46 million, of which, $38 million was used to reduce the Company's long-term debt. During the first quarter of the current fiscal year, Bull Run converted over $8 million of debt to preferred equity. As a result of the reduction in outstanding debt, interest expense for the recently completed quarter was approximately half of the $2.2 million incurred during the same period of the prior fiscal year. Bull Run also announced that effective with the open of business on Thursday, January 15, 2004, its common stock will be immediately eligible for quotation on the OTC Bulletin Board under the trading symbol "BULL". Effective with the open of business on Thursday, January 15, 2004, the Company's common stock will no longer be listed on the Nasdaq SmallCap Market. Forward-Looking Statements Certain statements in this press release are "forward looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are not guaranties of future performance and actual results may differ materially from those forecasted. Summarized financial results for the three months ended November 30, 2003 and 2002 follow: BULL RUN CORPORATION Comparative Results of Operations (in thousands, except per share amounts) Three Months Ended November 30, 2003 2002 Revenue from services rendered, including consulting fee income derived from affiliated company of $5,267 in 2002 $21,634 $31,109 Operating costs and expenses: Direct operating costs for services rendered 15,391 18,066 Selling, general and administrative 5,987 6,431 Amortization of acquisition intangibles 313 304 21,691 24,801 Income (loss) from operations (57) 6,308 Equity in earnings of affiliated companies 173 Net change in value of certain derivatives 306 (1,674) Loss on issuance of shares by affiliate (2,339) Loss on investment valuation adjustments (977) Debt issue cost amortization (291) (544) Interest and other, net (1,080) (2,191) Net loss (1,122) (1,244) Preferred dividends (532) (259) Net loss available to common stockholders $(1,654) $(1,503) Loss per share available to common stockholders, basic and diluted $(0.38) $(0.39) Weighted average number of common shares outstanding, basic and diluted 4,340 3,831 SOURCE Bull Run Corporation -0- 01/14/2004 /CONTACT: Robert S. Prather, Jr., President & Chief Executive Officer, +1-404-266-8333, or Frederick J. Erickson, VP-Finance & Chief Financial Officer, +1-704-602-3107, all of Bull Run Corporation; or Gordon D. Whitener, Chief Executive Officer of Host Communications, Inc., +1-859-226-4356/ /Company News On-Call: http://www.prnewswire.com/comp/232438.html/ /Web site: http://www.bullruncorp.com/ (BULL) CO: Bull Run Corporation ST: Georgia IN: SPT ENT SU: ERN -----END PRIVACY-ENHANCED MESSAGE-----